exv10w8








Exhibit 10.8




JDA SOFTWARE GROUP, INC.

2008 Employee Stock Purchase Plan




1. Establishment, Purpose and Term of Plan.




          1.1 Establishment. The JDA Software Group, Inc. 2008 Employee Stock Purchase Plan (the
“Plan”) is hereby established effective as of the effective date of the initial registration by the
Company of its Stock under Section 12 of the Securities Exchange Act of 1934, as amended (the
“Effective Date”).




          1.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its
stockholders by providing an incentive to attract, retain and reward Eligible Employees of the
Participating Company Group and by motivating such persons to contribute to the growth and
profitability of the Participating Company Group. The Plan provides such Eligible Employees with
an opportunity to acquire a proprietary interest in the Company through the purchase of Stock. The
Company intends that the Plan qualify as an “employee stock purchase plan” under Section 423 of the
Code (including any amendments or replacements of such section), and the Plan shall be so
construed.




          1.3 Term of Plan. The Plan shall continue in effect until its termination by the Committee.




2. Definitions and Construction.




          2.1 Definitions. Any term not expressly defined in the Plan but defined for purposes of
Section 423 of the Code shall have the same definition herein. Whenever used herein, the following
terms shall have their respective meanings set forth below:




               (a) “Board” means the Board of Directors of the Company.



               (b) “Change in Control” means the occurrence of any of the following:



                    (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company representing more than fifty percent (50%) of
the total combined voting power of the Company’s then-outstanding securities entitled to vote
generally in the election of Directors; provided, however, that the following acquisitions shall
not constitute a Change in Control: (1) an acquisition by any such person who on the Effective Date
is the beneficial owner of more than fifty percent (50%) of such voting power, (2) any acquisition
directly from the Company, including, without limitation, a public offering of securities, (3) any
acquisition by the Company, (4) any acquisition by a trustee or other fiduciary under an employee
benefit plan of a Participating Company or (5) any acquisition by an entity owned directly or
indirectly by the stockholders of the Company in substantially the same proportions as their
ownership of the voting securities of the Company; or



                    (ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a
“Transaction”) in which the stockholders of the Company immediately before the Transaction do not
retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty
percent (50%) of the total combined voting power of the outstanding securities entitled to vote
generally in the election of Directors or, in the case of an Ownership Change Event described in
Section 2.1(iii), the entity to which the assets of the Company were transferred (the
“Transferee”), as the case may be; or



                    (iii) a liquidation or dissolution of the Company;



 









 




provided, however, that a Change in Control shall be deemed not to include a transaction described
in subsections (i) or (ii) of this Section 2.1(b) in which a majority of the members of the board
of directors of the continuing, surviving or successor entity, or parent thereof, immediately after
such transaction is comprised of Incumbent Directors.




     For purposes of the preceding sentence, indirect beneficial ownership shall include, without
limitation, an interest resulting from ownership of the voting securities of one or more
corporations or other business entities which own the Company or the Transferee, as the case may
be, either directly or through one or more subsidiary corporations or other business entities. The
Committee shall have the right to determine whether multiple sales or exchanges of the voting
securities of the Company or multiple Ownership Change Events are related, and its determination
shall be final, binding and conclusive.



               (c) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder.



               (d) “Committee” means the Compensation Committee and such other committee or subcommittee of
the Board, if any, duly appointed to administer the Plan and having such powers in each instance as
shall be specified by the Board. If at any time there is no committee of the Board then authorized
or properly constituted to administer the Plan, the Board shall exercise all of the powers of the
Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of
such powers.



               (e) “Company” means JDA Software Group, Inc., a Delaware corporation, or any successor
corporation thereto.



               (f) “Compensation” means, with respect to any Offering Period, base wages or salary, overtime,
bonuses, commissions, shift differentials, payments for paid time off, payments in lieu of notice,
and compensation deferred under any program or plan, including, without limitation, pursuant to
Section 401(k) or Section 125 of the Code. Compensation shall be limited to amounts actually
payable in cash or deferred during the Offering Period. Compensation shall not include moving
allowances, payments pursuant to a severance agreement, termination pay, relocation payments,
sign-on bonuses, any amounts directly or indirectly paid pursuant to the Plan or any other stock
purchase or stock option plan, or any other compensation not included above.



               (g) “Eligible Employee” means an Employee who meets the requirements set forth in Section 5
for eligibility to participate in the Plan.



               (h) “Employee” means a person treated as an employee of a Participating Company for purposes
of Section 423 of the Code. A Participant shall be deemed to have ceased to be an Employee either
upon an actual termination of employment or upon the corporation employing the Participant ceasing
to be a Participating Company. For purposes of the Plan, an individual shall not be deemed to have
ceased to be an Employee while on any military leave, sick leave, or other bona fide leave of
absence approved by the Company of ninety (90) days or less. If an individual’s leave of absence
exceeds ninety (90) days, the individual shall be deemed to have ceased to be an Employee on the
ninety-first (91st) day of such leave unless the individual’s right to reemployment with the
Participating Company Group is guaranteed either by statute or by contract.



               (i) “Executive” means an Employee with a title of group vice president or above.



               (i) “Fair Market Value” means, as of any date:



                         If the Stock is then listed on a national or regional securities exchange or market system or
is regularly quoted by a recognized securities dealer, the closing sale price of a share of Stock
(or the mean of the closing bid and asked prices if the Stock is so quoted instead) as quoted on
the



 









 




national or regional securities exchange or market system constituting the primary market for
the Stock, or by such recognized securities dealer, as reported in The Wall Street Journal or such
other source as the Company deems reliable. If the relevant date does not fall on a day on which
the Stock has traded on such securities exchange or market system or has been quoted by such
securities dealer, the date on which the Fair Market Value is established shall be the last day on
which the Stock was so traded or quoted prior to the relevant date, or such other appropriate day
as determined by the Board, in its discretion.




                         If, on the relevant date, the Stock is not then listed on a national or regional securities
exchange or market system or regularly quoted by a recognized securities dealer, the Fair Market
Value of a share of Stock shall be as determined in good faith by the Board.



                    (j) “Incumbent Director” means a director who either (i) is a member of the Board as of the
Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such election or nomination,
but who was not elected or nominated in connection with an actual or threatened proxy contest
relating to the election of directors of the Company.



                    (k) “Offering” means an offering of Stock pursuant to the Plan, as provided in Section 6.



                    (l) “Offering Date” means, for any Offering Period, the first day of such Offering Period.



                    (m) “Offering Period” means a period, established by the Committee in accordance with
Section 6, during which an Offering is outstanding.



                    (n) “Ownership Change Event” means the occurrence of any of the following with respect to the
Company: (i) the direct or indirect sale or exchange in a single or series of related transactions
by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the
Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale,
exchange, or transfer of all or substantially all of the assets of the Company (other than a sale,
exchange or transfer to one or more subsidiaries of the Company).



                    (o) “Parent Corporation” means any present or future “parent corporation” of the Company, as
defined in Section 424(e) of the Code.



                    (p) “Participant” means an Eligible Employee who has become a participant in an Offering
Period in accordance with Section 7 and remains a participant in accordance with the Plan.



                    (q) “Participating Company” means the Company and any Parent Corporation or Subsidiary
Corporation designated by the Board as a corporation the Employees of which may, if Eligible
Employees, participate in the Plan. The Board shall have the sole and absolute discretion to
determine from time to time which Parent Corporations or Subsidiary Corporations shall be
Participating Companies.



                    (r) “Participating Company Group” means, at any point in time, the Company and all other
corporations collectively which are then Participating Companies.



                    (s) “Purchase Date” means, for any Offering Period, the last day of such Offering Period, or,
if so determined by the Committee, the last day of each Purchase Period occurring within such
Offering Period.



 









 





                    (t) “Purchase Period” means a period, established by the Committee in accordance with
Section 6, included within an Offering Period and on the final date of which outstanding Purchase
Rights are exercised.



                    (u) “Purchase Price” means the price at which a share of Stock may be purchased under the
Plan, as determined in accordance with Section 9.



                    (v) “Purchase Right” means an option granted to a Participant pursuant to the Plan to purchase
such shares of Stock as provided in Section 8, which the Participant may or may not exercise during
the Offering Period in which such option is outstanding. Such option arises from the right of a
Participant to withdraw any payroll deductions or other funds accumulated on behalf of the
Participant and not previously applied to the purchase of Stock under the Plan, and to terminate
participation in the Plan at any time during an Offering Period.



                    (w) “Securities Act” means the Securities Act of 1933, as amended.



                    (x) “Stock” means the common stock of the Company, as adjusted from time to time in accordance
with Section 4.



                    (y) “Subscription Agreement” means a written agreement in such form as specified by the
Company, stating an Employee’s election to participate in the Plan and authorizing payroll
deductions under the Plan from the Employee’s Compensation or other method of payment authorized by
the Committee pursuant to Section 11.



                    (z) “Subscription Date” means the last business day prior to the Offering Date of an Offering
Period or such earlier date as the Company shall establish.



                    (aa) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the
Company, as defined in Section 424(f) of the Code.



          2.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated
by the context, the singular shall include the plural and the plural shall include the singular.
Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.




3. Administration.




          3.1 Administration by the Committee. The Plan shall be administered by the Committee. All
questions of interpretation of the Plan, of any form of agreement or other document employed by the
Company in the administration of the Plan, or of any Purchase Right shall be determined by the
Committee, and such determinations shall be final, binding and conclusive upon all persons having
an interest in the Plan or the Purchase Right, unless fraudulent or made in bad faith. Subject to
the provisions of the Plan, the Committee shall determine all of the relevant terms and conditions
of Purchase Rights; provided, however, that all Participants granted Purchase Rights pursuant to an
Offering shall have the same rights and privileges within the meaning of Section 423(b)(5) of the
Code. Any and all actions, decisions and determinations taken or made by the Committee in the
exercise of its discretion pursuant to the Plan or any agreement thereunder (other than determining
questions of interpretation pursuant to the second sentence of this Section 3.1) shall be final,
binding and conclusive upon all persons having an interest therein. All expenses incurred in
connection with the administration of the Plan shall be paid by the Company.




          3.2 Authority of Officers. Any officer of the Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, determination or election that
is the responsibility of or that is allocated to the Company herein, provided that the officer has
apparent authority with respect to such matter, right, obligation, determination or election.




 









 








          3.3 Power to Adopt Sub-plans. The Committee shall have the power, in its discretion, to adopt
one or more sub-plans of the Plan as the Committee deems necessary or desirable to comply with the
laws or regulations, tax policy, accounting principles or custom of foreign jurisdictions
applicable to employees of a subsidiary business entity of the Company, provided that any such
sub-plan shall not be within the scope of an “employee stock purchase plan” within the meaning of
Section 423 of the Code. Any of the provisions of any such sub-plan may supersede the provisions
of this Plan, other than Section 4. Except as superseded by the provisions of a sub-plan, the
provisions of this Plan shall govern such sub-plan.




          3.4 Policies and Procedures Established by the Company. Without regard to whether any
Participant’s Purchase Right may be considered adversely affected, the Company may, from time to
time, consistent with the Plan and the requirements of Section 423 of the Code, establish, change
or terminate such rules, guidelines, policies, procedures, limitations, or adjustments as deemed
advisable by the Company, in its discretion, for the proper administration of the Plan, including,
without limitation, (a) a minimum payroll deduction amount required for participation in an
Offering, (b) a limitation on the frequency or number of changes permitted in the rate of payroll
deduction during an Offering, (c) an exchange ratio applicable to amounts withheld or paid in a
currency other than United States dollars, (d) a payroll deduction greater than or less than the
amount designated by a Participant in order to adjust for the Company’s delay or mistake in
processing a Subscription Agreement or in otherwise effecting a Participant’s election under the
Plan or as advisable to comply with the requirements of Section 423 of the Code, and
(e) determination of the date and manner by which the Fair Market Value of a share of Stock is
determined for purposes of administration of the Plan. All such actions by the Company shall be
taken consistent with the requirement under Section 423(b)(5) of the Code that all Participants
granted Purchase Rights pursuant to an Offering shall have the same rights and privileges within
the meaning of such section.




          3.5 Indemnification. In addition to such other rights of indemnification as they may have as
members of the Board or the Committee or as officers or employees of the Participating Company
Group, members of the Board or the Committee and any officers or employees of the Participating
Company Group to whom authority to act for the Board, the Committee or the Company is delegated
shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees,
actually and necessarily incurred in connection with the defense of any action, suit or proceeding,
or in connection with any appeal therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with the Plan, or any right granted
hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad
faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the
institution of such action, suit or proceeding, such person shall offer to the Company, in writing,
the opportunity at its own expense to handle and defend the same.




4. Shares Subject to Plan.




          4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.1, the
maximum aggregate number of shares of Stock that may be issued under the Plan shall be one million
five hundred thousand (1,500,000). If an outstanding Purchase Right for any reason expires or is
terminated or canceled, the shares of Stock allocable to the unexercised portion of that Purchase
Right shall again be available for issuance under the Plan.




          4.2 Adjustments for Changes in Capital Structure. Subject to any required action by the
stockholders of the Company, in the event of any change in the Stock effected without receipt of
consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change
in the capital structure of the Company, or in the event of payment of a dividend or distribution
to the stockholders of the Company in a form other than Stock (excepting normal cash dividends)
that has a material effect on the Fair Market Value of shares of Stock, appropriate and
proportionate adjustments shall be made in the number and kind of shares subject to



 









 






the Plan, the Annual Increase, the limit on the shares which may be purchased by any
Participant during an Offering (as described in Sections 8.1 and 8.2) and each Purchase Right, and
in the Purchase Price in order to prevent dilution or enlargement of Participants’ rights under the
Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall
not be treated as “effected without receipt of consideration by the Company.” If a majority of the
shares which are of the same class as the shares that are subject to outstanding Purchase Rights
are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership
Change Event) shares of another corporation (the “New Shares”), the Committee may unilaterally
amend the outstanding Purchase Rights to provide that such Purchase Rights are for New Shares. In
the event of any such amendment, the number of shares subject to, and the exercise price per share
of, the outstanding Purchase Rights shall be adjusted in a fair and equitable manner as determined
by the Committee, in its discretion. Any fractional share resulting from an adjustment pursuant to
this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the
Purchase Price be decreased to an amount less than the par value, if any, of the stock subject to
the Purchase Right. The adjustments determined by the Committee pursuant to this Section 4.2 shall
be final, binding and conclusive.




5. Eligibility.




          5.1 Employees Eligible to Participate. Each Employee of a Participating Company who is not an
Executive is eligible to participate in the Plan and shall be deemed an Eligible Employee, except
the following:




                    (a) Any Employee who is customarily employed by the Participating Company Group for twenty
(20) hours or less per week; or



                    (b) Any Employee who is customarily employed by the Participating Company Group for not more
than five (5) months in any calendar year.



          5.2 Exclusion of Certain Stockholders. Notwithstanding any provision of the Plan to the
contrary, no Employee shall be treated as an Eligible Employee and granted a Purchase Right under
the Plan if, immediately after such grant, the Employee would own or hold options to purchase stock
of the Company or of any Parent Corporation or Subsidiary Corporation possessing five percent (5%)
or more of the total combined voting power or value of all classes of stock of such corporation, as
determined in accordance with Section 423(b)(3) of the Code. For purposes of this Section 5.2, the
attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of
such Employee.




          5.3 Determination by Company. The Company shall determine in good faith and in the exercise
of its discretion whether an individual has become or has ceased to be an Employee or an Eligible
Employee and the effective date of such individual’s attainment or termination of such status, as
the case may be. For purposes of an individual’s participation in or other rights, if any, under
the Plan as of the time of the Company’s determination of whether or not the individual is an
Employee, all such determinations by the Company shall be final, binding and conclusive as to such
rights, if any, notwithstanding that the Company or any court of law or governmental agency
subsequently makes a contrary determination as to such individual’s status as an Employee.




6. Offerings.




          The Plan shall be implemented by sequential Offerings of approximately six (6) months duration
or such other duration as the Committee shall determine. Offering Periods shall commence on or
about February 1 and August 1 of each year and end on or about the next July 31 and January 31,
respectively, occurring thereafter. Notwithstanding the foregoing, the Committee may establish
additional or alternative sequential or overlapping Offering Periods, a different duration for one
or more Offering Periods or different commencing or ending dates for such Offering Periods;
provided, however, that no Offering Period may have a duration exceeding twenty-seven (27) months.
If the Committee shall so determine in its discretion, each Offering Period may consist of two (2)
or more consecutive Purchase Periods having such duration as the Committee shall specify, and the
last day of each such Purchase Period



 









 






shall be a Purchase Date. If the first or last day of an Offering Period or a Purchase Period
is not a day on which the principal stock exchange or market system on which the Stock is then
listed is open for trading, the Company shall specify the trading day that will be deemed the first
or last day, as the case may be, of the Offering Period or Purchase Period.




7. Participation in the Plan.




          7.1 Initial Participation. An Eligible Employee may become a Participant in an Offering
Period by delivering a properly completed written or electronic Subscription Agreement to the
office designated by the Company not later than the close of business for such office on the
Subscription Date established by the Company for that Offering Period. An Eligible Employee who
does not deliver a properly completed Subscription Agreement to the Company’s designated office on
or before the Subscription Date for an Offering Period shall not participate in the Plan for that
Offering Period or for any subsequent Offering Period unless the Eligible Employee subsequently
delivers a properly completed Subscription Agreement to the appropriate office of the Company on or
before the Subscription Date for such subsequent Offering Period. An Employee who becomes an
Eligible Employee after the Offering Date of an Offering Period shall not be eligible to
participate in that Offering Period but may participate in any subsequent Offering Period provided
the Employee is still an Eligible Employee as of the Offering Date of such subsequent Offering
Period.




          7.2 Continued Participation. A Participant shall automatically participate in the next
Offering Period commencing immediately after the final Purchase Date of each Offering Period in
which the Participant participates provided that the Participant remains an Eligible Employee on
the Offering Date of the new Offering Period and has not either (a) withdrawn from the Plan
pursuant to Section 12 or (b) terminated employment or otherwise ceased to be an Eligible Employee
as provided in Section 13. A Participant who may automatically participate in a subsequent
Offering Period, as provided in this Section, is not required to deliver any additional
Subscription Agreement for the subsequent Offering Period in order to continue participation in the
Plan. However, a Participant may deliver a new Subscription Agreement for a subsequent Offering
Period in accordance with the procedures set forth in Section 7.1 if the Participant desires to
change any of the elections contained in the Participant’s then effective Subscription Agreement.




8. Right to Purchase Shares.




          8.1 Grant of Purchase Right. Except as otherwise provided below, on the Offering Date of each
Offering Period, each Participant in such Offering Period shall be granted automatically a Purchase
Right consisting of an option to purchase the lesser of (a) that number of whole shares of Stock
determined by dividing the Dollar Limit (determined as provided below) by the Fair Market Value of
a share of Stock on such Offering Date or (b) the Share Limit (determined as provided below). The
Committee may, in its discretion and prior to the Offering Date of any Offering Period, (i) change
the method of, or any of the foregoing factors in, determining the number of shares of Stock
subject to Purchase Rights to be granted on such Offering Date or (ii) specify a maximum aggregate
number of shares that may be purchased by all Participants in an Offering or on any Purchase Date
within an Offering Period. No Purchase Right shall be granted on an Offering Date to any person
who is not, on such Offering Date, an Eligible Employee. For the purposes of this Section, the
“Dollar Limit” shall be determined by multiplying $2,083.33 by the number of months (rounded to the
nearest whole month) in the Offering Period and rounding to the nearest whole dollar, and the
“Share Limit” shall be determined by multiplying 150 shares by the number of months (rounded to the
nearest whole month) in the Offering Period and rounding to the nearest whole share.




          8.2 Calendar Year Purchase Limitation. Notwithstanding any provision of the Plan to the
contrary, no Participant shall be granted a Purchase Right which permits his or her right to
purchase shares of Stock under the Plan to accrue at a rate which, when aggregated with such
Participant’s rights to purchase shares under all other employee stock purchase plans of a
Participating Company intended to meet the requirements of Section 423 of the Code, exceeds
Twenty-Five Thousand Dollars ($25,000) in Fair Market Value (or such other limit, if any, as may be
imposed by the Code) for each



 









 






calendar year in which such Purchase Right is outstanding at any time. For purposes of the
preceding sentence, the Fair Market Value of shares purchased during a given Offering Period shall
be determined as of the Offering Date for such Offering Period. The limitation described in this
Section 8.2 shall be applied in conformance with applicable regulations under Section 423(b)(8) of
the Code.




9. Purchase Price.




          The Purchase Price at which each share of Stock may be acquired in an Offering Period upon the
exercise of all or any portion of a Purchase Right shall be established by the Committee; provided,
however, that the Purchase Price on each Purchase Date shall not be less than eighty-five percent
(85%) of the lesser of (a) the Fair Market Value of a share of Stock on the Offering Date of the
Offering Period or (b) the Fair Market Value of a share of Stock on the Purchase Date. Subject to
adjustment as provided by the Plan and unless otherwise provided by the Committee, the Purchase
Price for each Offering Period shall be eighty-five percent (85%) of the Fair Market Value of a
share of Stock on the Purchase Date.




10. Accumulation of Purchase Price through Payroll Deduction.




          Except as provided in Section 11.1(b) with respect to non-United States Participants for whom
payroll deductions are prohibited by applicable law, shares of Stock acquired pursuant to the
exercise of all or any portion of a Purchase Right may be paid for only by means of payroll
deductions from the Participant’s Compensation accumulated during the Offering Period for which
such Purchase Right was granted, subject to the following:




          10.1 Amount of Payroll Deductions. Except as otherwise provided herein, the amount to be
deducted under the Plan from a Participant’s Compensation on each pay day during an Offering Period
shall be determined by the Participant’s Subscription Agreement. The Subscription Agreement shall
set forth the percentage of the Participant’s Compensation to be deducted on each pay day during an
Offering Period in whole percentages of not less than one percent (1%) (except as a result of an
election pursuant to Section 10.3 to stop payroll deductions effective following the first pay day
during an Offering) or more than ten percent (10%). The Committee may change the foregoing limits
on payroll deductions effective as of any Offering Date.




          10.2 Commencement of Payroll Deductions. Payroll deductions shall commence on the first pay
day following the Offering Date and shall continue to the end of the Offering Period unless sooner
altered or terminated as provided herein.




          10.3 Election to Decrease or Stop Payroll Deductions. During an Offering Period, a
Participant may elect to decrease the rate of or to stop deductions from his or her Compensation by
delivering to the Company’s designated office an amended Subscription Agreement authorizing such
change on or before the “Change Notice Date.” The “Change Notice Date” shall be a date prior to
the beginning of the first pay period for which such election is to be effective as established by
the Company from time to time and announced to the Participants. A Participant who elects,
effective following the first pay day of an Offering Period, to decrease the rate of his or her
payroll deductions to zero percent (0%) shall nevertheless remain a Participant in such Offering
Period unless the Participant withdraws from the Plan as provided in Section 12.1.




          10.4 Administrative Suspension of Payroll Deductions. The Company may, in its sole
discretion, suspend a Participant’s payroll deductions under the Plan as the Company deems
advisable to avoid accumulating payroll deductions in excess of the amount that could reasonably be
anticipated to purchase the maximum number of shares of Stock permitted (a) under the Participant’s
Purchase Right or (b) during a calendar year under the limit set forth in Section 8.2. Unless the
Participant has either withdrawn from the Plan as provided in Section 12 or has ceased to be an
Eligible Employee, payroll deductions shall be resumed at the rate specified in the Participant’s
then effective Subscription Agreement either (i) at the beginning of the next Offering Period if
the reason for suspension was clause (a) in the preceding sentence or (ii) at the beginning of the
next Offering Period having a first Purchase Date that




 









 




falls within the subsequent calendar year if the reason for suspension was clause (b) in the
preceding sentence.




          10.5 Participant Accounts. Individual bookkeeping accounts shall be maintained for each
Participant. All payroll deductions from a Participant’s Compensation (and other amounts received
from a non-United States Participant pursuant to Section 11.1(b)) shall be credited to such
Participant’s Plan account and shall be deposited with the general funds of the Company. All such
amounts received or held by the Company may be used by the Company for any corporate purpose.




          10.6 No Interest Paid. Interest shall not be paid on sums deducted from a Participant’s
Compensation pursuant to the Plan or otherwise credited to the Participant’s Plan account.




11. Purchase of Shares.




          11.1 Exercise of Purchase Right.




                    (a) Generally. Except as provided in Section 11(b), on each Purchase Date of an Offering
Period, each Participant who has not withdrawn from the Plan and whose participation in the
Offering has not otherwise terminated before such Purchase Date shall automatically acquire
pursuant to the exercise of the Participant’s Purchase Right the number of whole shares of Stock
determined by dividing (a) the total amount of the Participant’s payroll deductions accumulated in
the Participant’s Plan account during the Offering Period and not previously applied toward the
purchase of Stock by (b) the Purchase Price. However, in no event shall the number of shares
purchased by the Participant during an Offering Period exceed the number of shares subject to the
Participant’s Purchase Right. No shares of Stock shall be purchased on a Purchase Date on behalf
of a Participant whose participation in the Offering or the Plan has terminated before such
Purchase Date.



                    (b) Purchase by Non-United States Participants for Whom Payroll Deduction Are Prohibited by
Applicable Law. Notwithstanding Section 11.1(a), where payroll deductions on behalf of
Participants who are residents for income tax purposes of countries other than the United States
are prohibited by applicable law (each, a “non-United States Participant”), the Committee shall
provide another method for payment of the Purchase Price of the shares with such terms and
conditions as shall be administratively convenient and comply with applicable law. On each
Purchase Date of an Offering Period, each such non-United States Participant who has not withdrawn
from the Plan and whose participation in such Offering Period has not otherwise terminated before
such Purchase Date shall automatically acquire pursuant to the exercise of the Participant’s
Purchase Right (i) a number of whole shares of Stock determined in accordance with Section 11.1(a)
to the extent of the total amount of the Participant’s Plan account balance accumulated during the
Offering Period in accordance with the method established by the Committee and not previously
applied toward the purchase of Stock. However, in no event shall the number of shares purchased by
a non-United States Participant during the Offering Period exceed the number of shares subject to
the Participant’s Purchase Right. The Company shall refund to the non-United States Participant in
accordance with this Section 11.4 any excess Purchase Price payment received from such Participant.



          11.2 Pro Rata Allocation of Shares. If the number of shares of Stock which might be purchased
by all Participants on a Purchase Date exceeds the number of shares of Stock available in the Plan
as provided in Section 4.1 or the maximum aggregate number of shares of Stock that may be purchased
on such Purchase Date pursuant to a limit established by the Committee pursuant to Section 8.1, the
Company shall make a pro rata allocation of the shares available in as uniform a manner as
practicable and as the Company determines to be equitable. Any fractional share resulting from
such pro rata allocation to any Participant shall be disregarded.




          11.3 Delivery of Certificates. As soon as practicable after each Purchase Date, the Company
shall arrange the delivery to each Participant of a certificate representing the shares acquired by
the Participant on such Purchase Date; provided that the Company may deliver such shares to a
broker designated by the Company that will hold such shares for the benefit of the Participant.
Shares to be



 









 






delivered to a Participant under the Plan shall be registered in the name of the Participant,
or, if requested by the Participant, in the name of the Participant and his or her spouse, or, if
applicable, in the names of the heirs of the Participant.




          11.4 Return of Plan Account Balance. Any cash balance remaining in a Participant’s Plan
account following any Purchase Date shall be refunded to the Participant as soon as practicable
after such Purchase Date. However, if the cash balance to be returned to a Participant pursuant to
the preceding sentence is less than the amount that would have been necessary to purchase an
additional whole share of Stock on such Purchase Date, the Company may retain the cash balance in
the Participant’s Plan account to be applied toward the purchase of shares of Stock in the
subsequent Purchase Period or Offering Period.




          11.5 Tax Withholding. At the time a Participant’s Purchase Right is exercised, in whole or in
part, or at the time a Participant disposes of some or all of the shares of Stock he or she
acquires under the Plan, the Participant shall make adequate provision for the federal, state,
local and foreign tax withholding obligations, if any, of the Participating Company Group which
arise upon exercise of the Purchase Right or upon such disposition of shares, respectively. The
Participating Company Group may, but shall not be obligated to, withhold from the Participant’s
compensation the amount necessary to meet such withholding obligations.




          11.6 Expiration of Purchase Right. Any portion of a Participant’s Purchase Right remaining
unexercised after the end of the Offering Period to which the Purchase Right relates shall expire
immediately upon the end of the Offering Period.




          11.7 Provision of Reports and Stockholder Information to Participants. Each Participant who
has exercised all or part of his or her Purchase Right shall receive, as soon as practicable after
the Purchase Date, a report of such Participant’s Plan account setting forth the total amount
credited to his or her Plan account prior to such exercise, the number of shares of Stock
purchased, the Purchase Price for such shares, the date of purchase and the cash balance, if any,
remaining immediately after such purchase that is to be refunded or retained in the Participant’s
Plan account pursuant to Section 11.4. The report required by this Section may be delivered in
such form and by such means, including by electronic transmission, as the Company may determine.
In addition, each Participant shall be provided information concerning the Company equivalent to
that information provided generally to the Company’s common stockholders.




12. Withdrawal from Plan.




          12.1 Voluntary Withdrawal from the Plan. A Participant may withdraw from the Plan by signing
and delivering to the Company’s designated office a written or electronic notice of withdrawal on a
form provided by the Company for this purpose. Such withdrawal may be elected at any time prior to
the end of an Offering Period; provided, however, that if a Participant withdraws from the Plan
after a Purchase Date, the withdrawal shall not affect shares of Stock acquired by the Participant
on such Purchase Date. A Participant who voluntarily withdraws from the Plan is prohibited from
resuming participation in the Plan in the same Offering from which he or she withdrew, but may
participate in any subsequent Offering by again satisfying the requirements of Sections 5 and 7.1.
The Company may impose, from time to time, a requirement that the notice of withdrawal from the
Plan be on file with the Company’s designated office for a reasonable period prior to the
effectiveness of the Participant’s withdrawal.




          12.2 Return of Plan Account Balance. Upon a Participant’s voluntary withdrawal from the Plan
pursuant to Section 12.1, the Participant’s accumulated Plan account balance which has not been
applied toward the purchase of shares of Stock shall be refunded to the Participant as soon as
practicable after the withdrawal, without the payment of any interest, and the Participant’s
interest in the Plan and the Offering shall terminate. Such amounts to be refunded in accordance
with this Section may not be applied to any other Offering under the Plan.




 









 








13. Termination of Employment or Eligibility.




          Upon a Participant’s ceasing, prior to a Purchase Date, to be an Employee of the Participating
Company Group for any reason, including retirement, disability or death, or upon the failure of a
Participant to remain an Eligible Employee, the Participant’s participation in the Plan shall
terminate immediately. In such event, the Participant’s Plan account balance which has not been
applied toward the purchase of shares shall, as soon as practicable, be returned to the Participant
or, in the case of the Participant’s death, to the Participant’s beneficiary designated in
accordance with Section 20, if any, or legal representative, and all of the Participant’s rights
under the Plan shall terminate. Interest shall not be paid on sums returned pursuant to this
Section 13. A Participant whose participation has been so terminated may again become eligible to
participate in the Plan by satisfying the requirements of Sections 5 and 7.1.




14. Effect of Change in Control on Purchase Rights.




          In the event of a Change in Control, the surviving, continuing, successor, or purchasing
corporation or parent thereof, as the case may be (the “Acquiring Corporation”), may, without the
consent of any Participant, either assume or continue the Company’s rights and obligations under
outstanding Purchase Rights or substitute substantially equivalent purchase rights for the
Acquiring Corporation’s stock. If the Acquiring Corporation elects not to assume or continue the
Company’s rights and obligations under outstanding Purchase Rights, the Purchase Date of the then
current Offering Period shall be accelerated to a date before the date of the Change in Control
specified by the Committee, but the number of shares of Stock subject to outstanding Purchase
Rights shall not be adjusted. All Purchase Rights which are neither assumed or continued by the
Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the
Change in Control shall terminate and cease to be outstanding effective as of the date of the
Change in Control.




15. Nontransferability of Purchase Rights.




          Neither payroll deductions or other amounts credited to a Participant’s Plan account nor a
Participant’s Purchase Right may be assigned, transferred, pledged or otherwise disposed of in any
manner other than as provided by the Plan or by will or the laws of descent and distribution. (A
beneficiary designation pursuant to Section 20shall not be treated as a disposition for this
purpose.) Any such attempted assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw from the Plan as
provided in Section 12.1. A Purchase Right shall be exercisable during the lifetime of the
Participant only by the Participant.




16. Compliance with Securities Law.




          The issuance of shares under the Plan shall be subject to compliance with all applicable
requirements of federal, state and foreign law with respect to such securities. A Purchase Right
may not be exercised if the issuance of shares upon such exercise would constitute a violation of
any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any securities exchange or market system upon which the Stock may then be listed.
In addition, no Purchase Right may be exercised unless (a) a registration statement under the
Securities Act shall at the time of exercise of the Purchase Right be in effect with respect to the
shares issuable upon exercise of the Purchase Right, or (b) in the opinion of legal counsel to the
Company, the shares issuable upon exercise of the Purchase Right may be issued in accordance with
the terms of an applicable exemption from the registration requirements of said Act. The inability
of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed
by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares under
the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such
shares as to which such requisite authority shall not have been obtained. As a condition to the
exercise of a Purchase Right, the Company may require the Participant to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any applicable law or regulation,
and to make any representation or warranty with respect thereto as may be requested by the Company.




 









 








17. Rights as a Stockholder and Employee.




          A Participant shall have no rights as a stockholder by virtue of the Participant’s
participation in the Plan until the date of the issuance of the shares purchased pursuant to the
exercise of the Participant’s Purchase Right (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made
for dividends, distributions or other rights for which the record date is prior to the date such
shares are issued, except as provided in Section 4.2. Nothing herein shall confer upon a
Participant any right to continue in the employ of the Participating Company Group or interfere in
any way with any right of the Participating Company Group to terminate the Participant’s employment
at any time.




18. Legends.




          The Company may at any time place legends or other identifying symbols referencing any
applicable federal, state or foreign securities law restrictions or any provision convenient in the
administration of the Plan on some or all of the certificates representing shares of Stock issued
under the Plan. The Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to a Purchase Right in the
possession of the Participant in order to carry out the provisions of this Section. Unless
otherwise specified by the Company, legends placed on such certificates may include but shall not
be limited to the following:



“THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER
UPON THE PURCHASE OF SHARES UNDER AN EMPLOYEE STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY
SHALL NOTIFY THE CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES BY THE REGISTERED HOLDER
HEREOF. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE PLAN IN THE REGISTERED
HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE).”




19. Notification of Disposition of Shares.




          The Company may require the Participant to give the Company prompt notice of any disposition
of shares acquired by exercise of a Purchase Right. The Company may require that until such time
as a Participant disposes of shares acquired upon exercise of a Purchase Right, the Participant
shall hold all such shares in the Participant’s name (or, if elected by the Participant, in the
name of the Participant and his or her spouse but not in the name of any nominee) until the later
of two years after the date of grant of such Purchase Right or one year after the date of exercise
of such Purchase Right. The Company may direct that the certificates evidencing shares acquired by
exercise of a Purchase Right refer to such requirement to give prompt notice of disposition.




20. Designation of Beneficiary.




          20.1 Designation Procedure. Subject to local laws and procedures, a Participant may file a
written designation of a beneficiary who is to receive (a) shares and cash, if any, from the
Participant’s Plan account if the Participant dies subsequent to a Purchase Date but prior to
delivery to the Participant of such shares and cash or (b) cash, if any, from the Participant’s
Plan account if the Participant dies prior to the exercise of the Participant’s Purchase Right. If
a married Participant designates a beneficiary other than the Participant’s spouse, the
effectiveness of such designation may be subject to the consent of the Participant’s spouse. A
Participant may change his or her beneficiary designation at any time by written notice to the
Company.




          20.2 Absence of Beneficiary Designation. If a Participant dies without an effective
designation pursuant to Section 20.1 of a beneficiary who is living at the time of the
Participant’s death, the



 









 






Company shall deliver any shares or cash credited to the Participant’s Plan account to the
Participant’s legal representative or as otherwise required by applicable law.




21. Notices.




          All notices or other communications by a Participant to the Company under or in connection
with the Plan shall be deemed to have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the Company for the receipt thereof.




22. Amendment or Termination of the Plan.




          The Committee may at any time amend, suspend or terminate the Plan, except that (a) no such
amendment, suspension or termination shall affect Purchase Rights previously granted under the Plan
unless expressly provided by the Committee and (b) no such amendment, suspension or termination may
adversely affect a Purchase Right previously granted under the Plan without the consent of the
Participant, except to the extent permitted by the Plan or as may be necessary to qualify the Plan
as an employee stock purchase plan pursuant to Section 423 of the Code or to comply with any
applicable law, regulation or rule. In addition, an amendment to the Plan must be approved by the
stockholders of the Company within twelve (12) months of the adoption of such amendment if such
amendment would authorize the sale of more shares than are then authorized for issuance under the
Plan or would change the definition of the corporations that may be designated by the Committee as
Participating Companies. Notwithstanding the foregoing, in the event that the Committee determines
that continuation of the Plan or an Offering would result in unfavorable financial accounting
consequences to the Company, the Committee may, in its discretion and without the consent of any
Participant, including with respect to an Offering Period then in progress: (a) terminate the Plan
or any Offering Period, (b) accelerate the Purchase Date of any Offering Period, (c) reduce the
discount or the method of determining the Purchase Price in any Offering Period (e.g., by
determining the Purchase Price solely on the basis of the Fair Market Value on the Purchase Date),
(d) reduce the maximum number of shares of Stock that may be purchased in any Offering Period or
(e) take any combination of the foregoing actions.




     IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets
forth the JDA Software Group, Inc. 2008 Employee Stock Purchase Plan as duly adopted by the Board
on February 12, 2008.



	 	 	 
	 

	 	 
	 

	 	Secretary